Run-off Clause Samples
A Run-Off clause defines how obligations, liabilities, or insurance coverage continue to apply after the termination or expiration of an agreement. In practice, this clause ensures that claims or responsibilities arising from events that occurred during the contract period can still be addressed even after the contract ends. For example, in insurance, it may allow claims to be made for incidents that happened while the policy was active, even if reported later. The core function of a Run-Off clause is to provide ongoing protection or responsibility for past actions, thereby preventing gaps in coverage or liability once the main agreement concludes.
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Run-off. From and after the Closing and until the first anniversary thereof:
(i) if U.S. Sellers receive any payment relating to any Accounts Receivable outstanding on or after the Closing Date related to the Acquired Business reflected on the Conclusive Net Working Capital Statement (or if not yet determined, the Estimated Net Working Capital Statement), such payment shall be the property of Buyers and shall be held in trust by U.S. Sellers, and U.S. Sellers shall promptly forward and remit such payment to Buyers by wire transfer of immediately available funds to an account designated by Buyers (which account Buyers may change from time to time by delivering notice to Sellers). U.S. Sellers shall promptly endorse and deliver to Buyers any cash, checks or other documents received by U.S. Sellers on account of any such Accounts Receivable; and
(ii) each U.S. Seller shall use its reasonable best efforts to refer all customer or supplier inquiries received by such U.S. Seller relating to the Acquired Business to Buyers.
Run-off a. The Company shall, concurrent with its notice of termination or within 30 days of MGA’s notice of termination, notify MGA of whether the Company intends to have MGA service the Policies through their run-off, or whether it intends to manage the run-off itself. Except as set forth in Section 7.2.
Run-off. As of the effective date of termination, outstanding policies will be permitted to run to expiration subject to the right of the Company to effect selective cancellations at any time.
Run-off. In the event either party terminates this Agreement the reinsurance assumed pursuant to this Agreement shall be provided on a “run-off” basis for all policies written after the Effective Date of this Agreement and prior to the Termination Date until all liabilities under the Covered Policies have been satisfied in full.
Run-off a. CU shall, concurrent with its notice of termination or within thirty (30) days of IRS’s notice of termination, notify IRS of whether CU intends to have IRS service the Policies through their run-off, or whether it intends to manage the run-off itself. Except as set forth in Section 7.2.h. herein, IRS’s compensation in either event is set forth in Schedule II to this Agreement. For purposes of this Agreement, the term “run-off” shall mean confirming coverage under the Policies to claims adjusters, administering the in-force Policies and any required renewals and endorsement thereof, providing reports to CU as elsewhere required by this Agreement, paying premium to CU and return premium to the insureds, collecting all sums due from Agents, including return commissions, and such other activities of IRS specifically required by this Agreement.
b. IRS shall upon demand return to CU any Policies, forms or other supplies imprinted with CURE’S name regardless of who incurred the cost for same, or any Policies, forms or other supplies furnished to IRS by CU, with the exception of any forms which in IRS’s reasonable opinion are required to complete an orderly run-off of operations.
c. In the event this Agreement terminates and/or IRS refuses or is unable to administer and run-off business produced under this Agreement, then in that event IRS shall immediately provide CU with a tape back-up of all programs and data libraries, including updated source code and data files, used in the production and administration of business hereunder (the “Data”). CU agrees that it shall utilize the Data solely for the purpose of administering and running off the business produced hereunder.
d. IRS hereby grants, at no cost to CU, a limited license to CU to use IRS’s Software in connection with the administration and run-off of the business produced hereunder. IRS shall deliver the Software, together with the Source and object code for the Software, as well as all available related manuals, immediately upon delivery of the Data to CU as provided in the preceding Section.
Run-off. If coverage under this Contract shall expire while a Loss covered hereunder is in progress, subject to the other conditions of this Contract, CUMIS shall be responsible for its proportionate share of the Loss as if the entire Loss had occurred during the time this Contract is in force provided the Loss covered hereunder is stated before the time of coverage expiration.
Run-off. Upon (x) notification by a party of its intention not to renew this Agreement under Section 11.1 or (y) termination of this Agreement in accordance with Section 11.2, the (Page 103 of 252 Pages)
Run-off. If coverage under this Contract shall expire while a Loss covered hereunder is in progress, subject to the other conditions of this Contract, Cumis shall indemnify PIC as if the entire Loss had occurred during the time this Contract is in force provided the Loss covered hereunder started before the time of coverage expiration.
Run-off. LIABILITY INSURANCE COVERAGE. Company shall acquire for the benefit of its officers and directors "run-off" liability insurance coverage to survive the Closing Date, which coverage shall be satisfactory to Company. Alternatively, Vail Banks shall obtain coverage for the officers and directors of Company under its officer and director liability policy satisfactory to Company. The cost of such insurance shall be paid by Company.
Run-off a. Manatee shall, concurrent with its notice of termination or within thirty (30) days of SPM’s notice of termination, notify SPM of whether Manatee intends to have SPM service the Policies through their run-off, or whether it intends to manage the run-off itself. Except as set forth in Section 7.2.